Pottery Barn 2005 Annual Report Download - page 143

Participant for Federal income tax purposes, pay to the Company, or make arrangements satisfactory to the
Administrator regarding payment of, any Federal, state, or local taxes of any kind required by law to be withheld
with respect to such income. The Company and its Subsidiaries shall, to the extent permitted by Applicable Law,
have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant. The
Company’s obligation to deliver stock certificates to any Participant is subject to and conditioned on tax
obligations being satisfied by the Participant.
(b) Payment in Stock. Subject to approval by the Administrator, a Participant may elect to have such tax
withholding obligation satisfied, in whole or in part, by (i) authorizing the Company to withhold from shares of
Stock to be issued pursuant to any Award a number of shares with an aggregate Fair Market Value (as of the date
the withholding is effected) that would satisfy the required statutory minimum (but no more than such required
minimum) with respect to the Company’s withholding obligation, or (ii) transferring to the Company shares of
Stock owned by the Participant with an aggregate Fair Market Value (as of the date the withholding is effected)
that would satisfy the required statutory minimum (but no more than such required minimum) with respect to the
Company’s withholding obligation.
SECTION 14.
TRANSFER, LEAVE OF ABSENCE, ETC.
For purposes of the Plan, the following events shall not be deemed a termination of employment:
(a) a transfer to the employment of the Company from a Subsidiary or from the Company to a Subsidiary, or
from one Subsidiary to another; or
(b) an approved leave of absence for military service or sickness, or for any other purpose approved by the
Company, if the employee’s right to re-employment is guaranteed either by a statute or by contract or under the
written policy pursuant to which the leave of absence was granted or if the Administrator otherwise so provides
in writing.
SECTION 15.
AMENDMENTS AND TERMINATION
The Board may, at any time, amend or discontinue the Plan, and the Administrator may, at any time, subject
to the terms of the Plan, amend or cancel any outstanding Award for the purpose of satisfying changes in law or
for any other lawful purpose, but no such action shall adversely affect rights under any outstanding Award
without the holder’s written consent. If and to the extent determined by the Administrator to be required by
(a) the Code to ensure that Incentive Stock Options granted under the Plan are qualified under Section 422 of the
Code or ensure that compensation earned under Awards granted under the Plan qualify as performance-based
compensation under Section 162(m) of the Code, if and to the extent intended to so qualify, or (b) the rules of the
New York Stock Exchange, Plan amendments shall be subject to approval by the Company’s shareholders
entitled to vote at a meeting of shareholders. Nothing in this Section 15 shall limit the Board’s authority to take
any action permitted pursuant to Section 3(c) or 3(d).
SECTION 16.
STATUS OF PLAN
Unless the Administrator shall otherwise expressly determine in writing, with respect to the portion of any
Award which has not been exercised and any payments in Stock not received by a Participant, a Participant shall
have no rights greater than those of a general creditor of the Company. In its sole discretion, the Administrator
may authorize the creation of trusts or other arrangements to meet the Company’s obligations to deliver Stock or
make payments with respect to Awards hereunder, provided that the existence of such trusts or other
arrangements is consistent with the foregoing sentence.
A-13
Exhibits